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1 BOARD CHARTER Introduction The directors are accountable to the shareholders and must ensure that Ausdrill Limited ( Company ) is appropriately managed to protect and enhance the interests and wealth of shareholders and other key stakeholders. The board of directors of the Company ( Board ) recognises its responsibility to act honestly, fairly, diligently and in accordance with the law and to promote this culture throughout the organisation. Responsibilities The responsibilities of the Board are to: oversee the Company, including its control and accountability systems; appoint and remove the Managing Director and conduct his or her performance assessment; appoint and remove the Company Secretary; ratify the appointment and/or removal of members of the senior management team including the Chief Operations Officers and the Chief Financial Officer; provide input into and final approval of management s development of corporate strategy and performance objectives; provide strategic guidance to the Company including contributing to the development of and approving the corporate strategy; review, ratify and monitor systems of risk management and internal control, codes of conduct, and legal compliance; monitor senior executives performance and implementation of strategy; ensure appropriate resources are available to senior executives; approve and monitor organisational performance and the achievement of the Company s strategic goals and objectives and the progress of major capital expenditure, capital management, and acquisitions and divestitures; with the assistance of the Audit and Risk Committee, approve and monitor financial and other reporting, including approval of the annual and half-year financial reports and liaison with the Company s external auditors; and oversee and manage company risks; ensure there are effective management processes in place and approve major corporate initiatives; enhance and protect the reputation of the organisation; establish and regularly review an appropriate remuneration policy; and

2 consider and review (in lieu of the establishment of a nomination committee): o o o o the necessary and desirable competencies of directors; Board succession plans; the process for evaluation of the performance of the Board, its committees and directors; and the appointment and re-election of directors. General The relationship between the Board, the Managing Director and other senior management is critical to the long term success of the Company. Day to day management of the Company s affairs and implementation of the corporate strategy and policy initiatives are formally delegated by the Board to the Managing Director and senior management executives. Matters reserved to the Board include determining whether the Company should commence business in a new industry or jurisdiction, entering arrangements that create a significant commitment for the Company, the capital structure of the Company including the increase or decrease of shares on issue, and approving business plans and budgets. Board Composition the Board should comprise between 3 and 7 directors; a majority of the Board should be independent directors; the Chairman should be an independent director; the Chairman is elected by the full Board and is required to meet regularly with the Managing Director; the Company is to maintain a mix of directors on the Board from different backgrounds with complementary skills and experience; and the role of Chairman and Managing Director should not be exercised by the same individual. The Board is required to undertake an annual Board performance review and consider the appropriate mix of skills required by the Board to maximise its effectiveness and its contribution to the Group, any gaps in the skills and experience of the directors on the Board, and whether succession plans are in place to maintain an appropriate mix of skills, experience, expertise and diversity on the Board. The Board is structured to ensure that: at any point in time, its membership represents an appropriate balance between directors with experience and knowledge of the Group and directors with an external or fresh perspective; and 2

3 the size of the Board is conducive to effective discussion and an efficient decisionmaking process. Directors Independence The Board has adopted the definition of independent director set out in the Australian Securities Exchange ( ASX ) Corporate Governance Council s Corporate Governance Principles & Recommendations (3 rd ed) ( ASX Guidelines ), and determines the independence of directors based on those guidelines. Chairman The Chairman is responsible for leadership of the Board and for the efficient organisation and conduct of the Board s functioning. The Chairman should facilitate the effective contribution of all directors and promote constructive and respectful relations between directors and between Board and management. Non-executive Directors Non-executive directors bring a fresh perspective to the Board s consideration of strategic, risk and performance matters and are best placed to exercise independent judgement and review and constructively challenge the performance of management. Each non-executive director is required to acknowledge that they have and will continue to have the time available to discharge their duties and responsibilities to the Company. Non-executive directors should meet from time to time without the presence of management to discuss the operation of the Board and other matters pertinent to the Company s operations. Relevant matters arising from these meetings are to be conveyed to the full Board. Managing Director The Managing Director s duties are to: devote the whole of his or her time, attention and skill during normal business hours, and at other times as reasonably necessary, to the duties of the position; be accountable for planning, co-ordinating and directing the operations of the Company to achieve strategic, financial and operating objectives as agreed with the Board; formulate and recommend business and financial strategies and plans to develop the Company s business and to implement these plans to achieve agreed performance targets; promote the interests of the Company; and faithfully and diligently perform the duties and exercise the powers assigned by the Board consistent with the position of a Managing Director of the Company. 3

4 In fulfilling their duties, the Managing Director: reports directly to the Board; provides prompt and full information to the Board regarding the conduct of the business of the Company; and complies with reasonable directions given by the Board. Access to information and Company Secretary The Board should be provided with the information it needs to discharge its responsibilities effectively. Senior executives should supply the Board with information in a form and timeframe, and of a quality, that enables the Board to discharge its duties effectively. Directors are entitled to request additional information where they consider such information necessary to make informed decisions. The Company Secretary plays an important role in supporting the effectiveness of the Board by monitoring that Board policy and procedures are followed, and coordinating the timely completion and despatch of Board agenda and briefing material. All directors are entitled to have access to the Company Secretary. Meetings The Board shall meet at regular intervals as deemed necessary to appropriately discharge its duties and fulfil its responsibilities. Board and committee papers are to be provided to directors, where possible, at least three days prior to the relevant meeting. Board Committees The Board shall establish committees to assist it in carrying out its responsibilities, and adopt charters setting out matters relevant to the composition, responsibilities and administration of such committees, and other matters that the Board may consider appropriate. The Board has established the following committees: a Remuneration Committee; and an Audit and Risk Committee. The full Board performs the functions that would otherwise be fulfilled by a nomination committee. Term of Office Directors are initially appointed by the full Board subject to election by shareholders at the next Annual General Meeting. One third of the members of the Board, excluding the Managing Director, retire by rotation at every Annual General Meeting of the Company and may offer themselves for re-election. 4

5 Appointment Letters of appointment for each new Board member set out the terms and conditions of the appointment as well as the legal and disclosure obligations as required by the Corporations Act 2001 (Cwlth) ( Corporations Act ) and the ASX Listing Rules. An induction program is available to enable new Board members to gain an understanding of: the Company s financial, strategic, operational and risk management position; the culture and values of the Company; the rights, duties and responsibilities of the directors; the roles and responsibilities of senior executives; the role of board committees; meeting arrangements; and director interaction with each other, senior executives and other stakeholders. The Board is supportive of directors having access to continuing education (including education concerning key developments in relation to the company and in the industry and environment within which it operates) to update and enhance their skills and knowledge. Selection and appointment of new directors and performance assessment The Board assesses the skills required to discharge competently the Board s duties having regard to the Company s performance, financial position and strategic direction. As and when it considers it appropriate, and when a non-executive director retires, the Board assesses the skills represented on the Board by the non-executive directors and determines whether those skills meet the skills identified as required. Having regard to the skills required and the skills already represented on the Board, the Board will implement a process to identify suitable candidates for appointment as a nonexecutive director, and will (where sufficient candidates meet the required criteria) consider a diverse range of candidates for the position. The process for identifying suitable candidates may include a search undertaken by an appropriately qualified independent third party acting on a brief prepared by the Board which identifies the skills sought. The Board undertakes an annual self-assessment performance evaluation of itself, its committees and the Chairman. The performance evaluation is conducted in such a manner as the Board deems appropriate. Independent Professional Advice Directors and Board committees have the right, in connection with their duties and responsibilities, to seek independent professional advice at the Company s expense. Prior approval of the Chairman is required, which will not be unreasonably withheld. 5

6 Conflicts of Interest Protocol This protocol sets out the procedures to be adopted in circumstances where a director has or where there is a real and sensible possibility that the director may have: a material personal interest in a matter that is being considered or will be considered at a meeting of the Board; or a conflict or perceived conflict between the duties which he or she may owe to another company of which he or she is a director or salaried executive and his or her duties as a director of the Company in considering a matter that is to be brought before a meeting of the Board. This protocol has been adopted by the Board as governing the conduct of directors and should be accepted by each director subsequently appointed to the Board as part of his or her consent to join the Board. A director may, at any time, declare a conflict of interest in relation to a matter by notification to the Company Secretary in writing. In addition, the Managing Director, in consultation with the Chairman, may at any time determine a director to have a conflict of interest. In circumstances where the Company Secretary has been notified of a conflict of interest by a director or where the Managing Director in consultation with the Chairman has determined a director to have a conflict of interest, for so long as that conflict of interest remains: the director concerned will not receive Board (or Board committee) papers or other information which relates in any way to the declared or perceived matter which is the subject of the conflict of interest; and the director concerned will be requested to withdraw from any part of a Board (or Board committee) meeting for the duration of any discussion on that matter. Where a director is not provided with information in accordance with clause 4 and is excluded from discussion, the Company Secretary will advise the director concerned in writing of the broad nature of the withheld information and why it has been withheld from him or her. In addition, for so long as the director has or is regarded as having a conflict of interest in respect to a matter, the Company Secretary will maintain a reporting system by which the director is kept informed in general terms (and with sensitive information removed) as to the progress or status of the matter from which he or she has been excluded. Where a director is provided with information that is not public knowledge (whether or not it relates to a matter then or subsequently declared or determined to represent a conflict of interest for that director), that information should be treated as confidential and may not be passed to a third party without the informed consent of the Board. 6

7 Once information withheld from a director in accordance with this protocol becomes public knowledge or if, in the opinion of the Managing Director, after consultation with the Chairman, the potential for conflict has passed, the excluded director shall be entitled, should he or she request this, to a briefing by the Managing Director as to the current status of the matter and the particulars of any decision of the Board in respect of that matter. Any director who is aggrieved at the application of clause 4 above may refer his or her complaint to the Chairman for the Chairman s review and ruling. If the director is dissatisfied with the Chairman s ruling, he or she may take the complaint before the Board and the Board s decision will be final and binding in the matter. The Company Secretary will maintain records of, and will keep the Board advised as to the status of: each director to whom this protocol has current application; and the administration of this protocol. Code of Conduct for Directors This Board has adopted a code of conduct for directors to promote responsible decision making and ethical behaviour. The code considers the values of honesty, integrity, accountability, independence and equality. The code supplements the duties and responsibilities of directors imposed by the law. A director: must act honestly, in good faith and in the best interests of the Company as a whole; has a duty to use care and diligence in fulfilling the functions of office and exercising the powers attached to the office; must use the powers of office for a proper purpose, in the best interests of the Company as a whole; must recognise that the primary responsibility is to the Company as a whole but may, where appropriate, have regard to the interests of all stakeholders of the Company; must not make improper use of information acquired as a director; must not take improper advantage of the position of director; must properly manage any conflict with the interests of the Company; has an obligation to be independent in judgement and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board; acknowledges that confidential information received in the course of the exercise of directorial duties remains the property of the Company (or the person who disclosed it) and it is improper to disclose it, or allow it to be disclosed, unless that disclosure 7

8 has been authorised by the Company (or the person who disclosed it) or is required by law; should not engage in conduct likely to bring discredit upon the company; and has an obligation, at all times, to comply with the spirit, as well as the letter, of the law and the ASX Listing Rules and with the principles of this code. In addition to the above code of conduct for directors, the Company has adopted a code of conduct for all directors, executives and employees. The Board must take steps to ensure that this code is integrated into management processes and that standards consistent with the code are implemented and enforced appropriately by management. R G Sayers Managing Director AUSDRILL LIMITED 23 August

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